Citigroup (C) executive logs deferred stock award and open-market sales

Rhea-AI Filing Summary

Citigroup Inc.'s Head of International, Ernesto Torres Cantu, reported a mix of stock awards and sales in February 2026. On February 11, 2026, he acquired 31,126.41 shares of deferred common stock at $0 under Citigroup's 2019 Stock Incentive Plan, vesting in four equal annual installments starting February 20, 2027, with none immediately saleable.

On February 13, 2026, he executed an open-market sale of 24,145 common shares at an average price of $111.1446, leaving him with 155,102.58 directly held shares. That same day, an additional 43,173 shares were sold in open-market transactions at an average price of $111.0901, from holdings reported as owned indirectly by his spouse, leaving 45,835 shares in that indirect account.

Insights

Corporate governance and insider-transactions analyst

Routine executive stock award and sizable open-market sales, with holdings remaining.

Citigroup’s Head of International received a deferred stock award of 31,126.41 shares at $0, vesting annually from February 20, 2027. This is standard equity-based compensation, structured to retain the executive over multiple years since the shares cannot be sold immediately.

On February 13, 2026, he sold 24,145 directly held shares at an average of $111.1446 and reported indirect sales of 43,173 shares held by his spouse at an average of $111.0901. He still directly holds 155,102.58 shares and indirectly 45,835. These transactions look like normal portfolio and compensation activity; actual impact depends on broader ownership context not shown here.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Torres Cantu Ernesto

(Last) (First) (Middle)

CITIGROUP INC.

388 GREENWICH STREET

(Street)

NEW YORK NY 10013

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CITIGROUP INC [ C ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of International

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A		31,126.41(1)	A	$0	179,247.58	D
Common Stock	02/13/2026		S		24,145	D	$111.1446(2)	155,102.58	D
Common Stock	02/13/2026		S		43,173	D	$111.0901(3)	45,835	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award of deferred stock pursuant to the Issuer's 2019 Stock Incentive Plan. This award vests in four equal annual installments beginning on February 20, 2027; none of the award is eligible for immediate sale.

2. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $111.02 to USD $111.26. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

3. This price represents the average sale prices for multiple transactions reported on this line. The prices of the transactions reported on this line ranged from USD $110.915 to USD $111.225. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were effected.

	Ernesto Torres Cantu by Joseph B. Wollard, Attorneyin-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Citigroup (C) executive Ernesto Torres Cantu receive in this Form 4 filing?

Ernesto Torres Cantu received an award of 31,126.41 shares of deferred Citigroup common stock at $0. The grant comes under Citigroup’s 2019 Stock Incentive Plan and vests in four equal annual installments starting February 20, 2027, with no portion immediately saleable.

What stock sales by Ernesto Torres Cantu are reported for Citigroup (C)?

The filing reports an open-market sale of 24,145 Citigroup common shares on February 13, 2026 at an average price of $111.1446. After this transaction, Torres Cantu holds 155,102.58 Citigroup shares directly, according to the amounts disclosed in the filing tables.

How many Citigroup (C) shares were sold that are owned indirectly by Ernesto Torres Cantu?

The Form 4 shows 43,173 Citigroup common shares sold on February 13, 2026 at an average price of $111.0901 from holdings reported as owned indirectly by his spouse. Following these sales, 45,835 Citigroup shares remain in that indirect ownership account.

When do Ernesto Torres Cantu’s Citigroup (C) deferred stock awards vest?

The deferred stock award vests in four equal annual installments beginning on February 20, 2027. Each year, one quarter of the 31,126.41 awarded shares becomes available, while the filing specifies that none of this award is eligible for immediate sale at grant.

What is Ernesto Torres Cantu’s role at Citigroup (C) in this insider filing?

In this Form 4, Ernesto Torres Cantu is identified as an officer of Citigroup, with the title "Head of International." The transactions disclosed—stock award and open-market sales—reflect his status as a Section 16 reporting person under U.S. securities regulations.

How are the reported Citigroup (C) sale prices calculated in the Form 4?

For both reported sale lines, the prices are averages of multiple trades. One line averages prices from $111.02 to $111.26, and the other from $110.915 to $111.225. The reporting person undertakes to provide full trade details upon request from the SEC or Citigroup security holders.